FORM 10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

[ X ]		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 2013
[     ]		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the transition period from __________________ to __________________

Commission file number 1-3647

J.W. Mays, Inc.
(Exact name of registrant as specified in its charter)

New York	11-1059070
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
9 Bond Street, Brooklyn, New York	11201-5805
(Address of principal executive offices)	(Zip Code)

(Registrant's telephone number, including area code) 718-624-7400

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes    X    No ____.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes    X    No ____.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ____ Accelerated filer ____ Non-accelerated filer ____ Smaller reporting company    X   .

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ___ No    X   .

Indicate the number of shares outstanding of the issuer's common stock, as of the latest practicable date.

Class		Outstanding at December 4, 2013
Common Stock, $1 par value		2,015,780 shares
		This report contains 23 pages.

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J. W. MAYS, INC.

INDEX

		Page No.
Part I - Financial Information:
Item 1. Financial Statements
Condensed Consolidated Balance Sheets – October 31, 2013 (unaudited)
and July 31, 2013			3
Condensed Consolidated Statements of Income and Retained Earnings
– Three months ended October 31, 2013 and 2012 (unaudited)			4
Condensed Consolidated Statements of Comprehensive Income
– Three months ended October 31, 2013 and 2012 (unaudited)			5
Condensed Consolidated Statements of Cash Flows
– Three months ended October 31, 2013 and 2012 (unaudited)			6
Notes to Condensed Consolidated Financial Statements			7 - 13
Item 2. Management's Discussion and Analysis of Results
of Operations and Financial Condition			14 - 16
Item 3. Quantitative and Qualitative Disclosures About Market Risk			16
Item 4. Controls and Procedures			17
Part II - Other Information
Item 1. Legal Proceedings			18
Item1A. Risk Factors			18
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			18
Item 3. Defaults Upon Senior Securities			18
Item 4. Mine Safety Disclosures			18
Item 5. Other Information			18
Item 6. Exhibits and Reports on Form 8-K			19
Signatures			20
Exhibit 31 Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(31.1) - Chief Executive Officer			21
(31.2) - Chief Financial Officer			22
Exhibit 32 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
18 U.S.C. Section 1350			23

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Part 1 - Financial Information

Item 1 - Financial Statements

J. W. MAYS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

			October 31			July 31
ASSETS			2013			2013
			(Unaudited)			(Audited)
Property and Equipment - Net (Notes 5 and 6)			$	46,650,947		$	45,634,465
Current Assets:
	Cash and cash equivalents (Note 4)			1,886,810			664,718
	Marketable securities (Notes 3 and 4)			–			50,326
	Receivables (Note 4)			313,319			309,517
	Income taxes refundable			–			325,072
	Deferred income taxes			571,000			676,000
	Prepaid expenses			823,805			1,321,270
	Security deposits			16,611			257,975
	Total current assets			3,611,545			3,604,878
Other Assets:
	Deferred charges			3,845,816			3,806,743
	Less: accumulated amortization			2,004,465			1,920,661
	Net			1,841,351			1,886,082
	Receivables (Note 4)			142,439			90,000
	Security deposits			996,452			896,970
	Unbilled receivables (Notes 4 and 8)			2,217,195			2,172,269
	Marketable securities (Notes 3 and 4)			1,269,441			2,409,273
	Total other assets			6,466,878			7,454,594
	TOTAL ASSETS		$	56,729,370		$	56,693,937
LIABILITIES AND SHAREHOLDERS' EQUITY
Long-Term Debt:
	Mortgages payable (Note 5)		$	5,377,640		$	5,421,335
	Note payable - related party (Note 7)			1,000,000			1,000,000
	Security deposits payable			679,191			579,709
	Payroll and other accrued liabilities			–			59,683
	Total long-term debt			7,056,831			7,060,727
Deferred Income Taxes				3,650,000			3,684,000
Current Liabilities:
	Accounts payable			84,490			57,668
	Payroll and other accrued liabilities			1,820,036			2,033,923
	Income taxes payable			140,565			–
	Other taxes payable			2,150			5,118
	Current portion of long-term debt (Note 5)			173,317			170,262
	Current portion of security deposits payable			16,611			257,975
	Total current liabilities			2,237,169			2,524,946
	TOTAL LIABILITIES			12,944,000			13,269,673
Shareholders' Equity:
	Common stock, par value $1 each share (shares - 5,000,000
	authorized; 2,178,297 issued)			2,178,297			2,178,297
	Additional paid in capital			3,346,245			3,346,245
	Unrealized gain on available-for-sale securities - net of deferred taxes of
	$90,000 at October 31, 2013 and $150,000 at July 31, 2013			108,715			183,633
	Retained earnings			39,439,965			39,003,941
				45,073,222			44,712,116
	Less common stock held in treasury, at cost - 162,517
	shares at October 31, 2013 and at July 31, 2013 (Note 11)			1,287,852			1,287,852
	Total shareholders' equity			43,785,370			43,424,264
Contingencies (Note 13)
	TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY		$	56,729,370		$	56,693,937

See Notes to Condensed Consolidated Financial Statements.

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J. W. MAYS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS

		Three Months Ended
		October 31
		2013				2012
		(Unaudited)				(Unaudited)
Revenues
Rental income (Notes 4 and 8)		$	4,218,764			$	4,194,532
Expenses
Real estate operating expenses			2,151,725				2,000,894
Administrative and general expenses			918,048				844,069
Depreciation and amortization (Note 6)			418,555				401,257
Loss on disposition of property and equipment			4,291				–
Total expenses			3,492,619				3,246,220
Income from operations before investment income,
interest expense and income taxes			726,145				948,312
Investment income and interest expense:
Investment income (Note 3)			189,424				10,324
Interest expense (Notes 5, 7 and 10)			(98,545	)			(113,862	)
			90,879				(103,538	)
Income from operations before income taxes			817,024				844,774
Income taxes provided			381,000				344,000
Net income			436,024				500,774
Retained earnings, beginning of period			39,003,941				38,340,270
Retained earnings, end of period		$	39,439,965			$	38,841,044
Income per common share (Note 2)		$	.22			$	.25
Dividends per share		$	–			$	–
Average common shares outstanding			2,015,780				2,015,780

See Notes to Condensed Consolidated Financial Statements.

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J. W. MAYS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

		Three Months Ended
		October 31
		2013				2012
		(Unaudited)				(Unaudited)
Net income		$	436,024			$	500,774
Unrealized gain on available-for-sale securities:
Unrealized holding gains arising during the period, net of taxes
of $9,000 for each period			11,269				13,396
Reclassification adjustment for net gains included in net income, net of
taxes of ($69,000) for the three months ended October 31, 2013			(86,187	)			–
Unrealized gains (losses) on available-for-sale securities, net of taxes			(74,918	)			13,396
Comprehensive income		$	361,106			$	514,170

See Notes to Condensed Consolidated Financial Statements.

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J. W. MAYS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

			Three Months Ended
			October 31
			2013				2012
			(Unaudited)				(Unaudited)
Cash Flows From Operating Activities:
	Net income		$	436,024			$	500,774
Adjustments to reconcile net income to
	net cash provided by operating activities:
	Depreciation and amortization			418,555				401,257
	Amortization of deferred charges			83,804				86,433
	Realized (gain) loss on sale of marketable securities			(182,841	)			517
	Loss on disposition of property and equipment			4,291				-
	Deferred charges			(39,073	)			-
	Other assets - unbilled receivables			(44,926	)			(66,226	)
	Deferred income taxes			131,000				3,000
Changes in:
	Receivables			(56,241	)			(46,695	)
	Income taxes refundable			325,072				-
	Prepaid expenses			497,465				592,608
	Accounts payable			26,822				(14,793	)
	Payroll and other accrued liabilities			(273,570	)			(190,709	)
	Income taxes payable			140,565				158,698
	Other taxes payable			(2,968	)			2,652
	Cash provided by operating activities			1,463,979				1,427,516
Cash Flows From Investing Activities:
	Capital expenditures			(1,439,328	)			(228,153	)
	Security deposits			141,882				(5,105	)
	Marketable securities:
	Receipts from sales or maturities			1,247,323				99,816
	Payments for purchases			(9,242	)			(253,322	)
	Cash (used) by investing activities			(59,365	)			(386,764	)
Cash Flows From Financing Activities:
	Increase (decrease) - security deposits			(141,882	)			5,104
	Mortgage and other debt payments			(40,640	)			(37,793	)
	Cash (used) by financing activities			(182,522	)			(32,689	)
Increase in cash and cash equivalents				1,222,092				1,008,063
Cash and cash equivalents at beginning of period				664,718				1,340,203
Cash and cash equivalents at end of period			$	1,886,810			$	2,348,266

See Notes to Condensed Consolidated Financial Statements.

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J. W. MAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.	Accounting Records and Use of Estimates:
	The accounting records are maintained in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of the Company’s financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses during the reporting period. The estimates that we make include allowance for doubtful accounts, depreciation and amortization, income tax assets and liabilities, fair value of marketable securities and revenue recognition. Estimates are based on historical experience where applicable or other assumptions that management believes are reasonable under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results may differ from those estimates under different assumptions or conditions.
	The interim financial statements are prepared pursuant to the requirements for reporting on Form 10-Q. The July 31, 2013 balance sheet was derived from audited financial statements but does not include all disclosures required by GAAP. The interim financial statements and notes thereto should be read in conjunction with the financial statements and notes included in the Company's latest Form 10-K Annual Report for the fiscal year ended July 31, 2013. In the opinion of management, the interim financial statements reflect all adjustments of a normal recurring nature necessary for a fair statement of the results for interim periods. The results of operations for the current period are not necessarily indicative of the results for the entire fiscal year ending July 31, 2014.
	The computation of the annual expected effective tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected operating income for the year and future periods, projections of the proportion of income (or loss), and permanent and temporary differences. When estimating deferred taxes, management assumes New York State and City taxes will be calculated based on income verses capital franchise taxes. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is acquired, or as additional information is obtained. To the extent that the estimated annual effective tax rate changes during a quarter, the effect of the change on prior quarters is included in tax expense for the current quarter.
	Recent accounting pronouncements
	In February 2013, the Financial Accounting Standards Board (“FASB”) amended the disclosure requirements regarding the reporting of amounts reclassified out of accumulated other comprehensive income. The amendment does not change the current requirement for reporting net income or other comprehensive income, but requires additional disclosures about items reclassified out of accumulated other comprehensive income, and the income statement line items impacted by the reclassifications. We adopted this standard effective August 1, 2013 and have presented the disclosures in comparative form. Other than the additional disclosure requirements, the adoption of this standard did not have a material impact on our unaudited condensed consolidated financial statements. The effect of applying this standard is reflected in note 12.
2.	Income Per Share of Common Stock:
	Income per share has been computed by dividing the net income for the periods by the weighted average number of shares of common stock outstanding during the periods, adjusted for the purchase of treasury stock. Shares used in computing income per share were 2,015,780 for the three months ended October 31, 2013 and October 31, 2012.

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3.	Marketable Securities:
	The Company categorizes marketable securities as either trading, available-for-sale or held-to-maturity. Trading securities are carried at fair value with unrealized gains and losses included in income. Available-for-sale securities are carried at fair value measurements using quoted prices in active markets for identical assets or liabilities with unrealized gains and losses recorded as a separate component of shareholders' equity. Held-to-maturity securities are carried at amortized cost. Dividends and interest income are accrued as earned. Realized gains and losses are determined on a specific identification basis. The Company reviews marketable securities for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered. The Company did not classify any securities as trading during the three months ended October 31, 2013 and October 31, 2012. GAAP established a fair value hierarchy that prioritizes the valuation techniques and created the following three broad levels, with Level 1 valuation being the highest priority: Level 1 valuation inputs are quoted market prices in active markets for identical assets or liabilities that are accessible at the measurement date (e.g., equity securities traded on the New York Stock Exchange). Mutual funds are open ended investment funds registered with the U.S. Securities and Exchange Commission and traded at daily net asset value ("NAV"). Level 2 valuation inputs are from other than quoted market prices included in Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted market prices of similar assets or liabilities in active markets, or quoted market prices for identical or similar assets or liabilities in markets that are not active). Level 3 valuation inputs are unobservable (e.g., an entity’s own data) and should be used to measure fair value to the extent that observable inputs are not available. The following are the Company's financial assets presented at fair value at October 31, 2013 and July 31, 2013.

Fair value measurements at reporting date using

Quoted prices

Quoted prices

in active

Significant

in active

Significant

markets for

other

Significant

markets for

other

Significant

identical

observable

unobservable

identical

observable

unobservable

assets/liabilities

inputs

inputs

assets/liabilities

inputs

inputs

October 31

July 31

Description

2013

(Level 1)

(Level 2)

(Level 3)

2013

(Level 1)

(Level 2)

(Level 3)

Assets:

Marketable securities -

available-for-sale:

Mutual funds

$

767,853

$

767,853

$

–

$

–

$

1,789,914

$

1,789,914

$

–

$

–

Equity securities

501,588

501,588

–

–

619,359

619,359

–

–

$

1,269,441

$

1,269,441

$

–

$

–

$

2,409,273

$

2,409,273

$

–

$

–

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As of October 31, 2013 and July 31, 2013, the Company's marketable securities were classified as follows:

		October 31, 2013												July 31, 2013
					Gross			Gross									Gross			Gross
					Unrealized			Unrealized			Fair						Unrealized			Unrealized			Fair
		Cost			Gains			Losses			Value			Cost			Gains			Losses			Value
Current:
Held-to-maturity:
Certificate of deposit		$	–		$	–		$	–		$	–		$	50,326		$	–		$	–		$	50,326
Noncurrent:
Available-for-sale:
Mutual funds		$	659,443		$	113,172		$	4,762		$	767,853		$	1,559,925		$	242,041		$	12,052		$	1,789,914
Equity securities			411,283			91,046			741			501,588			515,715			105,341			1,697			619,359
		$	1,070,726		$	204,218		$	5,503		$	1,269,441		$	2,075,640		$	347,382		$	13,749		$	2,409,273

The Company's debt and equity securities, gross unrealized losses and fair value, aggregated by investment category and length of time that the investment securities have been in a continuous unrealized loss position, at October 31, 2013, are as follows:

					Less Than			More Than
		Fair Value			12 Months			12 Months
Equity securities		$	62,333		$	741		$	–
Mutual funds			259,244			–			4,762
Total		$	321,577		$	741		$	4,762

Investment income consists of the following:

		Three Months Ended
		October 31
		2013			2012
Gain (loss) on sale of marketable securities		$	182,841		$	(517	)
Interest income			953			2,527
Dividend income			5,630			8,314
Total		$	189,424		$	10,324

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4.	Financial Instruments and Credit Risk Concentrations:
	Financial instruments that are potentially subject to concentrations of credit risk consist principally of marketable securities, cash and cash equivalents and receivables. Marketable securities and cash and cash equivalents are placed with multiple financial institutions and multiple instruments to minimize risk. No assurance can be made that such financial institutions and instruments will minimize all such risk.
	The Company derives rental income from forty nine tenants, of which one tenant accounted for 19.20% and another tenant accounted for 15.23% of rental income during the three months ended October 31, 2013. No other tenant accounted for more than 10% of rental income during the same period.
	The Company has one irrevocable Letter of Credit totaling $230,000 at October 31, 2013 and July 31, 2013 provided by a tenant as a security deposit.
5.	Long-Term Debt – Mortgages:

									October 31, 2013						July 31, 2013
				Current
				Annual			Final		Due			Due			Due			Due
				Interest			Payment		Within			After			Within			After
				Rate			Date		One Year			One Year			One Year			One Year
Fishkill, New York property		(a,b)		6.98	%		2/18/15		$	49,188		$	1,526,174		$	48,320		$	1,538,575
Bond St. building, Brooklyn, NY		(b)		6.98	%		2/18/15			124,129			3,851,466			121,942			3,882,760
Total									$	173,317		$	5,377,640		$	170,262		$	5,421,335

(a)	On August 19, 2004, the Company extended the then existing loan for an additional forty-two (42) months, with an option to convert the loan to a seven (7) year permanent mortgage loan. (See Note 5(b) below). The Company in February 2008 converted the loan to a seven (7) year permanent mortgage loan. The interest rate on conversion was 6.98%.
(b)	The Company, on August 19, 2004, closed a loan with a bank for a $12,000,000 multiple draw term loan. The loan consists of: a) a permanent, first mortgage loan to refinance an existing first mortgage loan affecting the Fishkill, New York property, which matured on July 1, 2004 (the “First Permanent Loan”)(see Note 5(a)), b) a permanent subordinate mortgage loan in the amount of $1,870,000 (the “Second Permanent Loan”), and c) multiple, successively subordinate loans in the amount $8,295,274 (“Subordinate Building Loans”). The Company, in February 2008, converted the loan totaling $12,000,000 (including note 5(a) above) to a seven (7) year permanent mortgage loan. The interest rate on conversion was 6.98%. The outstanding balance of the loan totaling $5,318,490 will become due and payable on February 18, 2015.

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6.	Property and Equipment – at cost:

				October 31			July 31
				2013			2013
	Property:
		Buildings and improvements		$	70,679,581		$	70,513,716
		Improvements to leased property			1,478,012			1,478,012
		Land			6,067,805			6,067,805
		Construction in progress			1,761,397			487,934
					79,986,795			78,547,467
		Less accumulated depreciation			33,505,360			33,097,163
		Property - net			46,481,435			45,450,304
	Fixtures and equipment and other:
		Fixtures and equipment			139,398			194,893
		Other fixed assets			238,906			238,906
					378,304			433,799
		Less accumulated depreciation			208,792			249,638
		Fixtures and equipment and other - net			169,512			184,161
		Property and equipment - net		$	46,650,947		$	45,634,465
	Construction in progress includes:
				October 31			July 31
				2013			2013
		New tenant improvements at 9 Bond Street in Brooklyn, NY		$	1,161,800		$	487,934
		Building improvements at Fishkill, NY			522,623			–
		Existing tenant improvements at 9 Bond Street in Brooklyn, NY			76,974			–
				$	1,761,397		$	487,934

7.	Note Payable:
	On December 15, 2004, the Company borrowed $1,000,000 on a unsecured basis from a former director of the Company, who at the time was also a greater than 10% beneficial owner of the outstanding common stock of the Company. The loan has been repeatedly renewed to its current maturity date of December 31, 2013. The note is prepayable in whole or in part at any time without penalty. The constant quarterly payment of interest is $12,500. The interest paid was $12,500 for the three months ended October 31, 2013 and 2012, respectively. The Company intends to refinance the note through December 15, 2014 with the estate of the former director.
8.	Unbilled Receivables and Rental Income:
	Unbilled receivables represent the excess of scheduled rental income recognized on a straight-line basis over rental income as it becomes receivable according to the provisions of each lease.
9.	Employees' Retirement Plan:
	The Company contributes to a union sponsored multi-employer pension plan covering its union employees. The Company contributions to the Pension Plan were $10,600 and $6,886 for the three months ended October 31, 2013 and 2012, respectively. The Company also contributes to union sponsored health benefit plans.
	The Company sponsors a noncontributory Money Purchase Plan covering substantially all of its non-union employees. Operations were charged $88,874 and $87,500 as contributions to the Plan for the three months ended October 31, 2013 and 2012, respectively.

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10.	Cash Flow Information:
	For purposes of reporting cash flows, the Company considers cash equivalents to consist of short-term highly liquid investments with maturities of three (3) months or less, which are readily convertible into cash.

11.	Common Stock:
	The Company has one class of common stock with identical voting rights and rights to liquidation.
12.	Accumulated other comprehensive income:
	The only component of accumulated other comprehensive income is unrealized gains (losses) on available-for-sale securities.
	A summary of the changes in accumulated other comprehensive income for the three months ended October 31, 2013 and 2012 is as follows:

			Three Months Ended
			October 31
			2013				2012
			(Unaudited)				(Unaudited)
	Beginning balance, net of tax effect		$	183,633			$	133,477
	Other comprehensive income, net of tax effect:
	Unrealized gains on available-for-sale securities			20,269				22,396
	Tax effect			(9,000	)			(9,000	)
	Unrealized gains on available-for-sale securities,
	net of tax effect			11,269				13,396
	Amounts reclassified from accumulated other
	comprehensive income, net of tax effect:
	Unrealized gains on available-for-sale securities reclassified			(155,187	)			–
	Tax effect			69,000				–
	Amounts reclassified, net of tax effect			(86,187	)			–
	Ending balance, net of tax effect		$	108,715			$	146,873

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	A summary of the line items in the Condensed Consolidated Statement of Income affected by the amounts reclassified from accumulated other comprehensive income is as follows:

13.	Contingencies:
	There are various lawsuits and claims pending against the Company. It is the opinion of management that the resolution of these matters will not have a material adverse effect on the Company's Condensed Consolidated Financial Statements.
	If the Company sells, transfers, disposes of, or demolishes 25 Elm Place, Brooklyn, New York, then the Company may be liable to create a condominium unit for the loading dock. The necessity of creating the condominium unit and the cost of such condominium unit cannot be determined at this time.

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Item 2.

J. W. MAYS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION

Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our financial statements and related notes thereto contained in this report. In this discussion, the words “Company”, “we”, “our” and “us” refer to J.W. Mays, Inc. and subsidiaries.

Forward Looking Statements:

The following can be interpreted as including forward looking statements under the Private Securities Litigation Reform Act of 1995. The words “outlook”, “intend”, “plans”, “efforts”, “anticipates”, “believes”, “expects” or words of similar import typically identify such statements. Various important factors that could cause actual results to differ materially from those expressed in the forward-looking statements are identified under the heading “Cautionary Statement Regarding Forward-Looking Statements” below. Our actual results may vary significantly from the results contemplated by these forward-looking statements based on a number of factors including, but not limited to, availability of labor, marketing success, competitive conditions and the change in economic conditions of the various markets we serve.

Critical Accounting Policies and Estimates:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. We believe the critical accounting policies in Note 1 to the Condensed Consolidated Financial Statements affect our more significant judgments and estimates used in the preparation of our financial statements. Actual results may differ from these estimates under different assumptions and conditions. (See Note 1 on page 7 to the Condensed Consolidated Financial Statements herein and Note 1 on pages 9 through 11 to the Consolidated Financial Statements in the Annual Report to Shareholders for the fiscal year ended July 31, 2013).

Results of Operations:

Three months Ended October 31, 2013 Compared to the Three months Ended October 31, 2012:

In the three months ended October 31, 2013, the Company reported net income of $436,024, or $.22 per share. In the comparable three months ended October 31, 2012, the Company reported net income of $500,774, or $.25 per share.

Revenues in the current three months increased to $4,218,764 from $4,194,532 in the comparable 2012 three months primarily due to the settlement of litigation with a retail tenant in the amount of $181,257 at the Company's Nine Bond Street, Brooklyn, New York building, partially offset by a retail tenant who vacated the premises at the Jamaica, New York building in September 2013.

Real estate operating expenses in the current three months increased to $2,151,725 from $2,000,894 in the comparable 2012 three months primarily due to increases in real estate taxes, payroll costs, and a bad debt expense from a retail tenant that vacated the premises at the Company's Jamaica, New York building.

Administrative and general expenses in the current three months increased to $918,048 from $844,069 in the comparable 2012 three months primarily due to increases in payroll costs, medical costs and legal and professional costs.

Depreciation and amortization expense in the current three months increased to $418,555 from $401,257 in the comparable 2012 three months primarily due to improvements to the Nine Bond Street, Brooklyn, New York building and the Jowein building in Brooklyn, New York.

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Investment income in the current three months exceeded interest expense by $90,879, whereas in the comparable 2012 three months interest expense exceeded investment income by $103,538. The increase in investment income over interest expense was due to a gain on sale of marketable securities and interest expense reductions effected by scheduled repayments of debt.

Liquidity and Capital Resources:

The Company has been operating as a real estate enterprise since the discontinuance of the retail department store segment of its operations on January 3, 1989.

Management considers current working capital and borrowing capabilities adequate to cover the Company’s planned operating and capital requirements. The Company’s cash and cash equivalents amounted to $1,886,810 at October 31, 2013.

In October 2013, the Company leased 99,992 square feet to a retail tenant at the Company's Fishkill property. Occupancy commenced in November 2013 and rent will commence in January 2014. The Company will incur construction costs, including a new roof, which are expected to cost approximately $1,620,000.

The Company also renewed leases with two office tenants at the Company's Jowein building in Brooklyn, New York who occupy 8,000 and 8,300 square feet, respectively. The existing lease renewal periods were extended to June 30, 2016 and September 30, 2018, respectively.

Two of the Company's retail tenants at its Jamaica, New York building who occupy 28,335 square feet and 25,954 square feet and whose leases expired in August 2013 and September 2013, respectively, did not renew their leases. The loss in annual rental income will be $240,000 and $300,000, respectively. The tenant who occupied 28,335 square feet will stay as a tenant on a month to month rental until January 3, 2014 and the tenant who occupied 25,954 square feet vacated the premises in October 2013. The Company is utilizing brokers to actively seek tenants to occupy the vacated and soon to be vacated space.

In January 2013, a tenant who occupies 7,401 square feet of retail space at the Company's Nine Bond Street, Brooklyn, New York property informed the Company that it will vacate the premises. The Company was in litigation to evict the tenant from the premises. In October 2013, the Company settled the litigation with this tenant. Under the terms of the settlement the tenant will pay all the rent due the Company and in turn the tenant will continue its occupancy under the terms of the lease agreement.

In October 2013, a tenant at the Company's Circleville, Ohio property extended their lease for a period of five years. This tenant also increased the amount of square footage occupied from 30,000 square feet to 48,000 square feet.

Cash Flows From Operating Activities:

Payroll and Other Accrued Liabilities: The Company had a balance due at July 31, 2013 for brokerage commissions of $238,677 of which $47,492 was paid in the three months ended October 31, 2013.

Cash Flows From Investing Activities:

The Company had expenditures of $97,014 for the three months ended October 31, 2013, for work on the elevators in the Brooklyn, New York and Jamaica, New York buildings. The cost of the project is expected to be $315,738 of which $303,108 has been paid.

The Company had expenditures of $522,623 for the three months ended October 31, 2013 for construction costs at its Fishkill, New York building. The cost of the project is approximately $1,620,000 and is anticipated to be completed in 2013.

The Company had expenditures of $673,866 in the three months ended October 31, 2013 for the renovation of 10,000 square feet for office space for a tenant at the Company's Nine Bond Street, Brooklyn, New York building. The cost of the project is approximately $1,200,000 and is anticipated to be completed in December 2013.

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The Company had expenditures of $76,974 for the three months ended October 31, 2013 for renovations to an existing tenant as part of the tenant's lease agreement. The total cost of the renovations will be $190,531 and the renovations are anticipated to be completed in December 2013.

Cautionary Statement Regarding Forward-Looking Statements:

This section, Management’s Discussion and Analysis of Financial Condition and Results of Operations, other sections of this Report on Form 10-Q and other reports and verbal statements made by our representatives from time to time may contain forward-looking statements that are based on our assumptions, expectations and projections about us and the real estate industry. These include statements regarding our expectations about revenues, our liquidity, our expenses and our continued growth, among others. Such forward-looking statements by their nature involve a degree of risk and uncertainty. We caution that a variety of factors, including but not limited to the factors listed below, could cause business conditions and our results to differ materially from what is contained in forward-looking statements:

• changes in the rate of economic growth in the United States;
• the ability to obtain credit from financial institutions and at what costs;
• changes in the financial condition of our customers;
• changes in regulatory environment;
• lease cancellations;
• changes in our estimates of costs;
• war and/or terrorist attacks on facilities where services are or may be provided;
• outcomes of pending and future litigation;
• increasing competition by other companies;
• compliance with our loan covenants;
• recoverability of claims against our customers and others by us and claims by third parties against us; and
• changes in estimates used in our critical accounting policies.

Other factors and assumptions not identified above were also involved in the formation of these forward-looking statements and the failure of such other assumptions to be realized, as well as other factors, may also cause actual results to differ materially from those projected. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described above in connection with any forward-looking statements that may be made by us.

We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to review any additional disclosures we make in proxy statements, quarterly reports on Form 10-Q, annual reports on Form 10-K and any Form 8-K reports filed with the United States Securities and Exchange Commission.

Item 3. Quantitative and Qualitative Disclosures About Market Risk:

The Company uses fixed-rate debt to finance its capital requirements. These transactions do not expose the Company to market risk related to changes in interest rates. The Company does not use derivative financial instruments. At October 31, 2013, the Company had fixed-rate debt of $6,550,957.

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Item 4. Controls and Procedures:

The Company’s management reviewed the Company’s internal controls and procedures and the effectiveness of these controls. As of October 31, 2013, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rules 13a-14(c) and 15d-14(c) of the Securities Exchange Act of 1934. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Company required to be included in its periodic SEC filings.

There was no change in the Company’s internal controls over financial reporting or in other factors during the Company’s last fiscal quarter that materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting. There were no significant deficiencies or material weaknesses, and therefore there were no corrective actions taken.

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Part II - Other Information

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 
     None

Item 3. Defaults Upon Senior Securities 
     None

Item 4. Mine Safety Disclosures 
     Not applicable

Item 5. Other Information 
     None

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Item 6. Exhibits and Reports on Form 8-K 
     (a) List of Exhibits:

						Sequentially
Exhibit						Numbered
Number				Exhibit		Page
	(3)			Articles of Incorporation and Bylaws		N/A
	(10)			Material contracts		N/A
	(11)			Statement re computation of per share earnings		N/A
	(12)			Statement re computation of ratios		N/A
	(14)			Code of ethics		N/A
	(15)			Letter re unaudited interim financial information		N/A
	(18)			Letter re change in accounting principles		N/A
	(19)			Report furnished to security holders		N/A
	(31)			Additional exhibits--Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
				(31.1) Chief Executive Officer		21
				(31.2) Chief Financial Officer		22
	(32)			Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350		23
	EX-101.INS XBRL Instance Document
	EX-101.SCH XBRL Taxonomy Extension Schema
	EX-101.PRE XBRL Taxonomy Extension Presentation Linkbase
	EX-101.LAB XBRL Taxonomy Extension Label Linkbase
	EX-101.CAL XBRL Taxonomy Extension Calculation Linkbase
	EX-101.DEF XBRL Taxonomy Extension Definition Linkbase

     (b) Reports on Form 8-K – One report on Form 8-K was filed by the registrant during the three months ended October 31, 2013.

Items reported:

The Company reported its financial results for the three months and year ended July 31, 2013. Date of report filed - October 3, 2013.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			J.W. MAYS, Inc.
			(Registrant)
Date	December 4, 2013		Lloyd J. Shulman
			Lloyd J. Shulman
			President
			Chief Executive Officer
Date	December 4, 2013		Mark S. Greenblatt
			Mark S. Greenblatt
			Vice President
			Chief Financial Officer

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